Non-Disclosure Confidentiality Agreement
This Agreement is made between BSA-Kapital d.o.o., a limited liability company incorporated in Slovenia (registration number 6660428000) whose registered office is at Beloruska ulica 5, 2000 Maribor. (“BSA”); and a registered user (together: “Parties”).
Parties are in discussion in connection with The investment in a project (the “Purpose”). In connection with the Purpose it will be necessary for certain confidential information to be disclosed between the parties. BSA and registered user agree that the following terms and conditions shall apply when one party discloses confidential information to the other party under this Agreement. The objective of this Agreement is to provide appropriate protection for such information whilst maintaining the parties’ ability to conduct their respective businesses.
In this Agreement the following terms shall have the following meanings:
“Affiliate” means any entity which from time to time controls, is controlled by or is under common control with the relevant party, where control means having the ability (including without limitation by means of a majority of voting rights or the right to appoint or remove a majority of the board of directors or there is any relationship between each other because of which they shall be considered as affiliated companies) to control the management and policies of an entity.
“Confidential Information” means any – financial, legal, business related, operational, and other data, experience and know-how or any other – information disclosed by or on behalf of one party (or its Affiliates) to the other party, which is either stated to be confidential or is by nature confidential.
“Disclosing Party” means the party to this Agreement (or its Affiliates) disclosing the Confidential Information.
“Receiving Party” means the party to this Agreement to whom the Confidential Information is disclosed.
2. Supply and Use of Information
2.1. In consideration of the disclosures contemplated by, and of the respective obligations set out in, this Agreement,
each party agrees, save as otherwise expressly permitted by this Agreement:
2.1.1. to keep the Disclosing Party’s Confidential Information confidential and handle them as business secret; and
2.1.2. not to use the Disclosing Party’s Confidential Information except in connection with the Purpose and not to
abuse of the Disclosing Party’s Confidential Information; and
2.1.3. not to disclose and not to make accessible the Disclosing Party’s Confidential Information to any third party.
2.2 Each party confirms that it and its Affiliates have the right to disclose any Confidential Information that they provide
to the other.
3.1 The Receiving Party shall protect the Confidential Information of the Disclosing Party through the exercise of the
precautions set out in this Agreement and with no less protection and care than it customarily uses in preserving and
safeguarding its own confidential information.
3.2 Each party agrees that it shall keep the Purpose and the existence of this Agreement confidential in accordance with
the terms of this Agreement subject to the exceptions in clause 3.3 below, and the permitted disclosures in clause
3.3 This Agreement shall not apply to Confidential Information which:
3.3.1 is in or enters the public domain other than as a result of a breach of an obligation under this Agreement; or
3.3.2 is or has been acquired from a third party who owes no obligation of confidence in respect of the information;
3.3.3 is or has been independently developed by the Receiving Party or was known to it prior to receipt.
3.4 Notwithstanding clause 2.1 above, the Receiving Party may disclose Confidential Information of the Disclosing Party
in the following circumstances:
3.4.1 with the prior written consent of the Disclosing Party; or
3.4.2 on a need-to-know basis to its partners, directors and employees (and in the case of BSA, to other BSA
Affiliates and their partners and employees and/or other contractors and their respective employees and, to the
extent reasonably necessary, for any matters connected with the management or operation of BSA’s business,
or for storage, hosting, IT and other maintenance and support facilities (including outsourcing of the same); or
3.4.3 to its insurers or legal advisers in relation to any actual, potential or threatened dispute in connection with this
Agreement, subject to clause 3.5 below; or
3.4.4 to the extent such disclosure is required by any court of competent jurisdiction, or by a governmental or
regulatory authority, or a professional body to which BSA or its Affiliates or their respective members, its
members or employees belong, or where there is a legal duty, requirement or professional obligation to
disclose provided that, where reasonably practicable, (and without breaching any legal, regulatory or
professional requirement) the Receiving Party gives not less than two business days’ notice in writing to the
Disclosing Party of such disclosure.
3.5 The Receiving Party shall ensure that any person to whom it discloses Confidential Information of the Disclosing
Party pursuant to clauses 3.4.2 or 3.4.3 above (i) is advised of the proprietary and confidential nature of the
Confidential Information, together with the restrictions on use and disclosure; and (ii) is subject to appropriate
obligations of confidence, before access to such Confidential Information is granted.
4. No Licence
No licence (express or implied, by estoppel or otherwise) under any trade secret, trademark, patent, copyright or other intellectual property right or any application for the same which is or may hereafter be owned by or licensed to the Disclosing Party is granted to the Receiving Party in relation to the Confidential Information except as expressly set out in this Agreement.
5.1 This Agreement shall come into effect on the date of signature by both parties and shall continue in full force and
effect indefinitely, subject to any subsequent agreement entered into between the parties in relation to the Purpose
which includes obligations relating to the protection of Confidential Information.
5.2 On receipt of a written request from the Disclosing Party, the Receiving Party shall, without delay, either destroy or
return all Confidential Information to the Disclosing Party or, in the case of electronic copies of Confidential
Information, delete them or make them reasonably inaccessible, provided that in that case BSA and its legal counsels
may retain a copy of the Confidential Information for record purposes according to statutory provisions; such
retained copy shall remain subject to the terms of this Agreement.
6.1 Neither party may transfer its rights or obligations under this Agreement without the prior written consent of the
other party, except that BSA may transfer its rights and obligations to any entity established or authorised to take
over all or part of BSA’s business (the “Successor”) which transfer shall be effected by BSA and the Successor jointly
serving notice on the other party. BSA may transfer the Confidential Information of the other party and its Affiliates
to the Successor. Notwithstanding such transfer, to the extent the other party retains any of BSA’s Confidential
Information, BSA shall be entitled to enforce this Agreement in respect of its Confidential Information.
6.2 No delay by either party in enforcing any of the terms or conditions of this Agreement shall affect or restrict that
party’s rights and powers arising under this Agreement. No waiver or amendment of any term or condition of this
Agreement shall be effective unless made in writing and signed by both parties.
6.3 This Agreement forms the entire agreement between the parties relating to Confidential Information disclosed in
connection with the Purpose. It replaces and supersedes any previous proposals, correspondence, understandings
or other communications whether written or oral (except that neither party excludes liability for any fraudulent pre-
contractual misrepresentations made by it on which the other can be shown to have relied).
6.4 If any provision of this Agreement is determined to be invalid in whole or in part, the remaining provisions shall
continue in full force and effect as if this Agreement had been executed without the invalid provision.
7. Governing law and jurisdiction
This Agreement is governed by and shall be construed in accordance with the laws of Slovenia. In the event of dispute,
the parties shall attempt to resolve the dispute in good faith by senior level negotiations. If the dispute is not resolved
through negotiation both parties agree that the Slovenian Courts shall have exclusive jurisdiction in connection with the
resolution of the dispute.
SIGNED for and on behalf of BSA-Kapital d.o.o.
By registering on our site you agree with this Non-Disclosure Agreement!